Blackham Resources Ltd: Prospectus - Renounceable Pro-Rata Entitlement Offer

Perth - Blackham Resources Ltd. (ASX:BLK) (OTCMKTS:BKHRF) provides Prospectus for a renounceable pro-rata rights issue to raise approximately $12,310,914 (before costs) at an issue price of 12 cents per New Share with Eligible Shareholders having an Entitlement to subscribe for 2 New Shares for every 7 Shares held (Entitlement Offer).

The Entitlement Offer is partially underwritten by Barclay Wells Limited up to $3.0 million.

Letter from the Non-Executive Chairman

On 24 November 2017 the Company announced its entry into an investment committee approved term sheet with Pacific Road and its related entities which involves (Funding Arrangement):

- a placement to Pacific Road of $7.35 million worth of Shares at the same issue price as the Entitlement Offer (12 cents) (Placement);

- a loan facility pursuant to which Pacific Road will lend Blackham $40 million secured over all of Blackham's assets (Facility);

- the issue to Pacific Road of 15 million options to purchase Shares at an exercise price of $0.142 (Pacific Road Tranche A Options);

- the issue to Pacific Road of 84.4 million options to purchase Shares at an exercise price of $0.142 (Pacific Road Tranche B Options), subject to the receipt of Shareholder approval;

- a standby loan facility pursuant to which Pacific Road will lend Blackham $10 million secured over all of Blackham's assets (Standby Facility); and

- if the Company wishes to utilise the full $10 million Standby Facility, it will be required to firstly gain Shareholder approval for the issue of a further 69.4 million options to Pacific Road to purchase Shares at an exercise price at a 20% premium to the 20 day volume weighted average price of the Company's share (Pacific Road Tranche C Options).

The Funding Arrangement is subject to the execution of formal legal documentation and contains various conditions precedent as set out in Blackham's announcement on 24 November 2017. It is expected that formal documentation will be executed and that these conditions will be satisfied before the Closing Date such that Blackham will drawdown the facilities in full and issue the Placement Shares and the Pacific Road Tranche A Options before the Closing Date.

The Company is now offering Eligible Shareholders the opportunity to further participate in the development of Blackham Resources Ltd. (Blackham or the Company).

This capital raising will enable the Company to continue to provide additional funds for its Matilda-Wiluna Gold Operation (Operation) to enhance production, strengthen and lengthen reserves, complete expansion studies and for general working capital.

The capital raising will be undertaken through a 2-for-7 pro-rata renounceable rights issue (Entitlement Offer) to shareholders at 12 cents per New Share.

The Entitlement Offer is partially underwritten by Barclay Wells Limited up to a total of $3.0m as set out in section 7.4. Pacific Road has agreed to sub-underwrite up to $2.65 million of the underwriting commitment of Barclay Wells Limited.

All Shareholders with an address in Australia and New Zealand and registered as at 5:00pm (WST) on the Record Date will be entitled to participate in the Entitlement Offer. The closing date for the Entitlement Offer is 5:00pm (WST) on Friday, 15 December 2017.

Eligible Shareholders are also invited to apply for New Shares in excess of their Entitlement.

At the time of lodging this Prospectus, all your Directors have indicated that they will take up part of their Entitlements under the Entitlement Offer to the extent they are able to fund their respective entitlements.

The Company is focused on enhancing production and improving cash flow from current operations through accessing the higher grade ore from the open pit and underground mines. Over the last 12 months Blackham has significantly de-risked both the open pit and underground operations. The significant mine development in the Golden Age underground was completed in early July 2017 and the underground operation is now cash flow positive. Major investment has been made in mining development at both the Galaxy and M4 pit by gaining access to the best ore sources in both pits. The Galaxy mine development is at a point where high grade ore is now accessible. Mine development in the M4 pit is continuing and is expected to be largely completed in December 2017. High grade ore from the main M4 lode will then be accessible over 1.5 kilometres of strike to feed the mill to capacity.

On 30 August 2017, the Company was pleased to announce the successful results of the Wiluna Expansion Preliminary Feasibility Study ('Expansion PFS'). The PFS demonstrated robust economics and improved economies of scale supporting the expansion of the Matilda- Wiluna Operation to 3.3Mtpa.

The Expansion DFS is well advanced and is aimed at monetising a larger portion of its Matilda- Wiluna Gold Resources. The management team have allowed additional time to complete the Expansion DFS due to significant drilling success growing the size of the resources and to allow further work to optimise and de-risked the Expansion opportunity. The Board is focused on achieving steady production and cash generation from existing operations prior to committing to development of the expanded Operation.

On behalf of the Board, I commend the Entitlement Offer to you. Before making your decision to invest, I ask you to carefully read the Prospectus and seek professional advice if required. The Company is at an exciting stage, with gold production growing, reserves on the increase, a progressing Expansion DFS and a new funding arrangement expected to be in place, so the Company has particular pleasure in offering its Shareholders the opportunity to participate in its further development and growth.

To view the full Prospectus, please visit:
http://abnnewswire.net/lnk/V12Y0748

To view Entitlement Letter - Optionholders, please visit:
http://abnnewswire.net/lnk/6HOS1035

To view Entitlement Letter - Shareholders, please visit:
http://abnnewswire.net/lnk/F6ZLZBEI

About Blackham Resources Ltd:

Blackham Resources Ltd. (ASX:BLK) (OTCMKTS:BKHRF), is an emerging gold producer focused on its Matilda Gold Project in Western Australia where mining and production is imminent. The Matilda/Wiluna Gold Operation incorporates over 1,000 square kilometres of tenements containing total JORC 2012 resources of 63Mt @ 3.2 g/t for 6.4Moz of gold. These tenements cover around 55 kilometres of strike along the Wiluna Mine Sequence and 10 kilometres of strike along the Coles Find Sequence. The Wiluna Mine and Coles Find Sequence has historically produced 4 million ounces of gold.

All the deposits are within 26 kilometres by existing haul roads of Blackhams recently acquired Gold Plant. With exploration prospects at Mt Poole, Monarch, Carroll Prior, Red Lady, Zenith, Island and Albion in the Lakeway area provides the company with excellent exploration areas for potential future projects.



Contact:

Bryan Dixon Managing Director
Blackham Resources Ltd.
Office: +61-8-9322-6418

Bruce Kendall Chief Geological Officer
Office: +61-8-9322-6418

Jim Malone Investor Relations
Blackham Resources Ltd.
Office: +61-419-537-714

John Gardner Media Enquiries Citadel Magnus
Office: +61-8-6160-4901